Item 18 - Agreement for Microsoft Software Volume Licensing and Maintenance

Home Browse Search

d. Restrictions. Enrolled Affiliate must riot (and is riot licensed to) (1) reverse engineer, decornpile, or disassemble any Product or Fix; (2) install or use non -Microsoft software or technology in any way that Vlould subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documenlation. Customer must not (and is not licensed to) () separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a ProdLK3 or Fix separately'. or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes. in whole or in part, or use Ihern to offer Hosting services to a third party.' e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and interriatlonat treaties. Fllicrosoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access Of use Software on a device do not give Customer any right to implement Microsoft patents or other WcrpSoft intellectual property in the device itself or in any other software or devices. 8. Confidentiality. "Confidential Information" is non-public information that is designated "confidential' or that a reasonable person should understand is confidential, including Customer Data. Confidential I nfonwtion does riot include infornmation that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation, (c) is independently developed, or (d) is a cor men[ or suggestion volunteered about the other party's business, products or services. j Each party will take reasonable steps to protect time other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to thirst parties, except to its employees, Affiliates, contractors, advisors and consultants ("Representatives") and then only on a need -to -know basis under nondisclosure obligations at least as protective as this agreement. E=arh party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any nriauthorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict wort( assignments of its Representatives who have had access to Confidential Information Each party agrees that the use of Information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. These obligations apply (i) for Customer Data until it is deleted from time Online Services, and (H) for all other Confidential information, for a period of fLve years after a party receives the Confidential Information. 9. Privacy and compliance with laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter 'of this Agreement, Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal informatton to Microsoft. b, Personal information collected under this agreeine.nt (i) may lie transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain lacililies and (ii) will be subject to the privacy tenors specified in the Use Rights Microsoft will abide by the requirements of European Economic Area and Swiss data protection FA7.010AtrrtLly}tif Pige 7 or I I Dbcunont X20-10209